CILO CYBIN HOLDINGS LIMITED - Related Party Acquisition of a Viable Asset: Extension of Circular Distribution Date

Related Party Acquisition of a Viable Asset: Extension of Circular Distribution Date

Cilo Cybin Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2022/320351/06)
Share code: CCC  ISIN: ZAE000310397
("Cilo Cybin" or "the Company")


RELATED PARTY ACQUISITION OF A VIABLE ASSET: EXTENSION OF CIRCULAR DISTRIBUTION DATE


1.   INTRODUCTION

     1.1    Shareholders are referred to the announcement released on the Stock Exchange News Service ("SENS") on
            23 December 2024 ("Terms Announcement") relating, inter alia, to the proposed acquisition by the Company
            of all the issued shares in Cilo Cybin Pharmaceutical Proprietary Limited ("CC Pharmaceutical") ("the
            Acquisition"), the amendment of the Company's current memorandum of incorporation ("MOI") ("Existing
            MOI") by its replacement with a new MOI ("New MOI") and the waiver of a mandatory offer as contemplated
            in regulation 86(4) of the Companies Regulations ("Waiver of Mandatory Offer").

     1.2    The Acquisition, which constitutes an acquisition of viable assets, a related party transaction and a reverse
            take-over for the Company in terms of the Listings Requirements of the JSE Limited ("JSE"), requires the
            distribution of a circular to shareholders incorporating, inter alia, historical and pro forma financial information,
            revised listing particulars, a fairness opinion prepared by an independent expert and resolutions requiring the
            approval of shareholders in order to implement, inter alia, the Acquisition, the new MOI and the Waiver of
            Mandatory Offer ("Circular").

2.   EXTENSION OF CIRCULAR DISTRIBUTION DATE

     2.1    The pro forma financial information contained in the Circular must comply with the financial disclosure
            requirements set out in Section 8 of the JSE Listings Requirements.

     2.2    Due to the preparation of the pro forma financial information having taken longer than previously anticipated,
            the Company approached the JSE for a dispensation from paragraph 9.20(b) of the JSE Listings
            Requirements (which, in the ordinary course, requires the distribution of the Circular within 60 days of the
            Terms Announcement).

     2.3    The Company is pleased to announce that this dispensation has been granted by the JSE, and the Circular
            will be distributed to Shareholders on or about 7 April 2025.

3.   DIRECTORS' RESPONSIBILITY STATEMENT

     The Board (to the extent that the information relates to Cilo Cybin) collectively and individually accept responsibility
     for the information contained in this announcement and certify that, to the best of their knowledge and belief, the
     information contained in this announcement relating to Cilo Cybin is true and this announcement does not omit
     anything that is likely to affect the importance of such information.


26 February 2025

Corporate Advisor and Designated Advisor
Merchantec Capital

Date: 26-02-2025 02:12:00
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